BUSINESS OPERATIONS AND VALUE CREATION
SUSTAINABILITY REPORT
FINANCIAL DEVELOPMENT
GOVERNANCE
to request information about the items on the agenda of the General Meeting. To be entitled to participate in a General Meeting, a shareholder must be included in the register of shareholders eight working days before the General Meeting. An Annual General Meeting takes place each year in June at the latest. Notice of a General Meeting is served at the earliest three months and at the latest three weeks before the meeting by publishing it on the Company’s website and by publishing the notice or a summary thereof in at least one Finnish newspaper of general circulation. An Extraordinary General Meeting will convene if the Board finds it necessary, or if the auditor or shareholders representing at least 10% of all shares deliver a written request to this effect in order to process a specified matter. Board of Directors The Board of Directors is responsible for the Company’s administration and arranging the Company’s operations properly according to applicable laws, the Articles of Association and good corporate governance. The general authority of the Board covers matters that are far-reaching, strategically significant, or unusual, and which therefore do not belong to the Company’s day-to-day business operations. The Board supervises Metsä Board’s operations and management and decides on the Company’s strategy, major investments, organisation structure and significant financing matters. The Board supervises the appropriate organisation of the Company’s operations. It also ensures that accounting and financial control, financial reporting and risk management have been organised appropriately. The Board has written rules of procedure for its operations. In accordance with the rules of procedure, the Board’s tasks include: • monitoring compliance with the Company’s Articles of Association; • appointing and discharging the CEO and ensuring that the CEO takes care of the Company’s day-to-day administration in accordance with the regulations and guide- lines issued by the Board; • establishing necessary committees, appoint- ing their members and approving their rules of procedure; • addressing and approving the Company’s values, the long-term plan and corporate strategy;
• accepting the annual operational plan and budget; • supervising the organisation of the Compa- ny’s accounting, asset management, risk control and financial reporting; • deciding on significant investments, business acquisitions, divestments and closures of operations; • deciding on considerable investments and financing arrangements; • deciding on the transfer and pledging of the Company’s significant real property; • deciding on management authorisations and granting rights to represent the Company; • convening the General Meeting and monitor- ing that the decisions taken by the General Meeting are implemented; • signing and presenting the financial statements to the Annual General Meeting for approval, and preparing a proposal for the use of profits; • approving key business policies, orders and guidelines, including the insider rules; • deciding on the incentive schemes and their criteria and terms and conditions; • approving and publishing the financial state- ments bulletin as well as interim and half-year financial reports; and
• publishing or authorising the CEO to publish all inside information likely to have a significant effect on the value of the Company’s shares, or which otherwise must be made public under the Finnish Securities Markets Act or the Rules of the Helsinki Stock Exchange. The Board’s rules of procedure are available in their entirety on the Company’s website at https://www.metsagroup.com/globalassets/ metsa-board/documents/investors/ corporate-governance/en/general/metsa- board-board-working-order.pdf. The Board can delegate matters falling within its general competence to the CEO and correspondingly take charge of decision making in a task that falls within the CEO’s general competence. On an annual basis, the Board assesses its own operation and the Company’s corporate governance principles and decides on any necessary changes to them. The Board convenes on a regular basis. In the financial year 2022, the Board held a total of 13 meetings. The Board members’ attendance rate was 97% (99% in 2021 and 100% in 2020).
Each member’s attendance in the meetings of the Board and its committees
Number of Board meetings
Number of committee meetings
Attendance rate (%)
Attendance rate (%)
Member of the Board of Directors Ilkka Hämälä Chair of the Board and the Nomination and HR Committee
13/13
100
4/4
100
Jussi Linnaranta Deputy Chair of the Board and Member of the Nomination and HR Committee Hannu Anttila Member of the Board and the Audit Committee Raija-Leena Hankonen-Nybom Chair of the Audit Committee and Member of the Board Erja Hyrsky Member of the Board and the Nomination and HR Committee Mari Kiviniemi (as of 24 March 2022) Member of the Board and the Audit Committee Kirsi Komi (until 24 March 2022) Member of the Board and the Audit Committee Jukka Moisio Member of the Board and the Audit Committee Timo Saukkonen Member of the Board and the Nomination and HR Committee Veli Sundbäck Member of the Board and the Nomination and HR Committee
13/13
100
4/4
100
13/13
100
4/4
100
12/13
92
4/4
100
13/13
100
4/4
100
10/10
100
3/3
100
2/3
67
1/1
100
12/13
92
4/4
100
13/13
100
4/4
100
13/13
100
4/4
100
170
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